Union Pacific director granted 917 Phantom Stock units

MCCARTHY MICHAEL R reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

MCCARTHY MICHAEL R reported acquisition or exercise transactions in this Form 4 filing.

Union Pacific Corp director Michael R. McCarthy received a grant of 917 Phantom Stock units on April 1, 2026. Each Phantom Stock unit tracks one share of Union Pacific common stock on a 1:1 basis and is valued at $243.12 per unit for this award.

Following this grant, McCarthy holds a total of 72,014 Phantom Stock units. These Phantom Stock units are payable in cash only, commencing at retirement, meaning they are a form of deferred, cash-settled compensation rather than an open-market stock purchase or sale.

Insider Trade Summary

Grant/Award: 917 shares

Grant/Award 1 txn

Insider MCCARTHY MICHAEL R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	917	$243.12	$223K

Holdings After Transaction: Phantom Stock — 72,014 contracts (Direct)

Footnotes (2)

1. F1. Distribution ratio for Phantom Stock Units is 1:1.
2. F2. Phantom Stock Units are payable in cash only commencing at retirement.

Key Figures

Phantom Stock units granted: 917 units Unit value at grant: $243.12 per unit Total Phantom Stock units held: 72,014 units +1 more

4 metrics

Phantom Stock units granted 917 units Grant on April 1, 2026

Unit value at grant $243.12 per unit Phantom Stock grant price

Total Phantom Stock units held 72,014 units Holdings after reported transaction

Underlying security 1:1 with common stock Distribution ratio for Phantom Stock units

Key Terms

Phantom Stock, Phantom Stock Units, grant/award acquisition, deferred compensation

4 terms

Phantom Stock financial

"Phantom Stock Units are payable in cash only commencing at retirement."

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Phantom Stock Units financial

"Distribution ratio for Phantom Stock Units is 1:1."

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

deferred compensation financial

"These Phantom Stock units are payable in cash only commencing at retirement."

Deferred compensation is pay that employees or executives have earned now but will receive at a later date, such as delayed bonuses, retirement benefits, or stock grants. It matters to investors because it creates future obligations and shapes incentives—like a promise to pay later that can affect a company’s reported profits, cash needs and potential stock dilution—so it helps signal how a business manages costs and retains key people.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Union Pacific (UNP) director Michael R. McCarthy report in this Form 4?

Michael R. McCarthy reported receiving a grant of 917 Phantom Stock units tied to Union Pacific common stock. This award is a form of deferred compensation and does not represent an open-market purchase or sale of UNP shares.

How many Phantom Stock units does Michael R. McCarthy now hold in Union Pacific (UNP)?

After the reported grant, Michael R. McCarthy holds 72,014 Phantom Stock units. These units mirror the value of Union Pacific common stock on a one-for-one basis but are settled in cash, typically at retirement, as part of his compensation.

What are the key terms of the Phantom Stock units reported for Union Pacific (UNP)?

Each Phantom Stock unit has a 1:1 distribution ratio with Union Pacific common stock and was valued at $243.12 per unit for this grant. The units are payable in cash only, commencing at retirement, rather than delivering actual shares.

Does this Union Pacific (UNP) Form 4 show an insider buying or selling stock on the market?

This Form 4 does not show a market purchase or sale. It reports a grant of Phantom Stock units, a deferred, cash-settled compensation award. No open-market trading of Union Pacific common stock by the director is disclosed here.

How does the Phantom Stock grant affect Michael R. McCarthy’s exposure to Union Pacific (UNP)?

The grant of 917 Phantom Stock units increases McCarthy’s deferred compensation tied to Union Pacific’s share value. He now holds 72,014 units, aligning part of his compensation with the company’s stock performance while being settled in cash at retirement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 02:06 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MCCARTHY MICHAEL R

(Last) (First) (Middle)

1400 DOUGLAS STREET

(Street)

OMAHA NEBRASKA 68179

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
UNION PACIFIC CORP [ UNP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock(1)	$0.0	04/01/2026		A		917		(2)	(2)	Common Stock	917	$243.12	72,014	D

Explanation of Responses:

1. Distribution ratio for Phantom Stock Units is 1:1.

2. Phantom Stock Units are payable in cash only commencing at retirement.

	By: Trevor L. Kingston, Attorney-in-Fact For: Michael R. McCarthy	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)